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DECREE No

DECREE No.03-CP OF JANUARY 25, 1996 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM STEEL CORPORATION

THE GOVERNMENT

Pursuant to the Law on Organization of the Government of September 30, 1992;

Pursuant to the Law on State Enterprises of April 20, 1995;

At the proposal of the Managing Board of the Vietnam Steel Corporation,

DECREES:

Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam Steel Corporation issued together with this Decree.

Article 2.- The Minister of Finance, the Governor of the State Bank, the Minister of Industry and the concerned Ministers, Heads of the ministerial-level agencies and Heads of the agencies attached to the Government shall have to guide the implementation of this Statute.

Article 3.- This Decree takes effect from the date of its signing.

The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam Steel Corporation shall have to implement this Decree.

On behalf of the Government

The Prime Minister

VO VAN KIET

STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM STEEL CORPORATION

(Ratified in Decree No.03-CP of January 25, 1996 of the Government)

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam Steel Corporation (hereafter referred to as the Corporation) is a State corporation comprising member units which are closely interrelated in terms of economic interests, finance, techonology, supply, consumption, service, information, training, research, marketing, import and export, and operate in the steel industry. The Corporation is established by the Prime Minister with the aim of promoting accumulation, concentration, specialization and cooperation in production in order to perform State assigned tasks, raise the business capacity and efficiency of the member units and the whole Corporation, thereby meeting the requirements of the economy.

Article 2.- The Corporation has the tasks of conducting business in steel, some other metals and minerals in accordance with the State strategy, general planning, plans and policies on development of these metal industries, including the elaboration of the plan for development, investment, generation of investment sources, building, manufacture, transport, import and export, sale of products and supply of materials and equipment for the steel industry; and carrying out other business activities in accordance with law and State policies.

Article 3.- The Corporation has:

1. The legal person status as provided for by Vietnamese law;

2. Its Statute on Organization and Operation, and its managerial and executive apparatuses;

3. Its own capital and property, the responsibility for the debts within the amount of capital under the management of the Corporation;

4. Its own seal and accounts at the State Treasury and banks inside and outside the country; and

5. Its balance of properties and centralized funds set up in accordance with the provisions of the Government and the guidance of the Ministry of Finance.

6. Its international transaction name is VIETNAM STEEL CORPORATION, or VSC for short

7. Its Head Office is located in Hanoi city.

Article 4.- The Corporation is subject to the State management by the Ministries, the ministerial-level agencies, the agencies attached to the Government, and the People's Committees of the provinces and cities directly under the Central Government; and, at the same time, subject to the management by these agencies in their capacity as the owner over State enterprises in accordance with the Law on State Enterprises and other provisions of law.

Article 5.- The Corporation is managed by the Managing Board and directed by the General Director.

Article 6.- The organization of the Communist Party of Vietnam in the Corporation shall operate in accordance with the Constitution and the laws of the Socialist Republic of Vietnam and the regulations of the Communist Party of Vietnam.

The Trade Union and other socio-political organizations in the Corporation shall operate in accordance with the Constitution and laws.

Chapter II

RIGHTS AND DUTIES OF THE CORPORATION

Section I. RIGHTS OF THE CORPORATION

Article 7.- The Corporation has the right to manage and use the capital, land, natural and other resources entrusted by the State in accordance with law in order to achieve the objectives and fulfill the tasks assigned by the State.

2. The Corporation has the right to re-assign to its member units for management and use the resources it has received from the State; and, in case of necessity, to adjust the resources it has assigned to its member units in line with the overall development plan of the entire Corporation.

3. The Corporation is entitled to invest, enter into joint venture or cooperation, contribute stocks or buy part or the whole of the property of another enterprise as prescribed by law.

4. The Corporation is entitled to transfer, replace, lease, mortgage or pledge the property under its management, except for the important equipment and workshops of which such transactions, by prescription of the Government, must have the permission of a competent State agency and ensure the principle of preserving and developing the capital; with regard to land and other natural resourses under the management and use of the Corporation, relevant laws shall apply.

Article 8.- The Corporation is entitled to the management and organization of business as follows:

1. To organize the managerial apparatus and organize business in conformity with the objectives and tasks assigned by the State;

2. To renew technology and equipment;

3. To set up its branches and representative offices in the country and abroad in accordance with provisions of law;

4. To conduct business in trades and branches comformable to the objectives and tasks assigned by the State; to expand the scope of business according to its capabilities and the market demand; to conduct business in other trades and areas outside the registered ones, if so permitted by the competent State agency;

5. To select and conduct unified assignment of markets to its member units; to conduct import and export as prescribed by the State;

6. To decide the price brackets or purchase prices and selling prices of the main products and services, to set uniform minimum prices for export and maximum prices for import, except for products and services the prices of which are set by the State;

7. On the basis of the norms and unit prices set by the State, to develop and issue the norms of labor, unit price of wage per unit of product for application within the Corporation;

8. To delegate responsibility in labor recruitment, hiring, arrangement, utilization and training, to select forms of wage and bonus payment, and exercise other rights of the employer in accordance with provisions of the Labor Code and other provisions of law; to decide the wages and bonuses for the employees on the basis of the unit price of wage per unit price of product or the service costs and the efficiency of the Corporation's operation;

9. To invite and receive foreign business partners to work with the Corporation in Vietnam. To decide the sending of its personnel abroad to work, study and conduct surveys; except for the Chairman of the Managing Board and the General Director who must get the permission of the Prime Minister. The travel abroad of other members of the Managing Board shall be decided by the Chairman of the Managing Board. The travel abroad of the Deputy General Directors and other functionaries in the Corporation shall be decided by the General Director.

Article 9.- The Corporation has the following powers in financial management:

1. To use the capital and funds of the Corporation to meet in time the business requirements on the principle of their preservation and effectiveness. If, in case of necessity, the capital or funds are used for purposes other than the stipulated ones, the principle of reimbursement must be complied with;

2. To mobilize capital by itself for business activities without changing the form of ownership; to be entitled to issue bonds in accordance with provisions of law; to mortgage the value of the land-use right associated with the property under the management of the Corporation at Vietnamese banks in order to borrow capital for business activities in accordance with the provisions of law;

3. To set up, manage and use the centralized funds and the capital depreciation fund; the rates of contribution to these funds and the regime of management and use of these funds must comply with the guidance of the Ministry of Finance and specified in the Financial Regulation of the Corporation;

4. To use the remaining profits after fulfilling all obligations towards the State, to set up the fund for development investment and other funds in accordance with the existing regulations for distribution to the employees according to their contributions to the business results in the year and according to their shares (if any);

5. To enjoy the regimes of allowances, price subsidies or other preferential regimes of the State when performing the tasks of catering products and services to national defense and security, prevention and fight against natural calamites, or in service of public interests, or catering products or services in accordance with the prices set by the State which cannot make up for the costs which the Corporation has spent on the products or services.

6. To enjoy the preferential investment or reinvestment regime as prescribed by the State.

Article 10.- The Corporation has the right to refuse and denounce all requests for the supply of resources not prescribed by law, by any individual or organization, except for its voluntary contributions for humanitarian purposes and public interests.

Section II. DUTIES OF THE CORPORATION

Article 11.-

1. The Corporation has the duty to receive and efficiently use, preserve and develop the capital allocated by the State, including the capital invested in other enterprises; to receive and efficiently use the land, natural and other resources allocated by the State in order to achieve the business objectives and fulfill the tasks assigned by the State.

2. The Corporation has the duties:

a) To collect or pay the debts recorded in the balance of property of the Corporation at the time of its establishment;

b) To pay the international credits used by the Corporation under decision of the Government;

c) To pay the credits directly borrowed by the Corporation or borrowed by its member units with guaranty from the Corporation and under trust contracts, if these units are unable to pay;

Article 12.- The Corporation has the following duties in managing its business operations:

1. To register its business and conduct business in accordance with the registration; to take responsibility before the State for the results of its operation and before the customers and before law for its products and services;

2. To work out and implement the development strategy, the five-year and annual plans in conformity with the socio-economic development strategy and plans of the State, the State assigned objectives and tasks, and market demands;

3. To sign and organize the implementation of the economic contracts with its partners;

4. To ensure the major balances of the State, to meet the need for steel and stabilize the steel prices on the domestic market;

5. To renew and modernize the technology and mode of management; the income from the assignment of the property must be used for reinvesting, and renewing the equipment and technology in the Corporation;

6. To fulfill its obligations towards the laborers in accordance with the provisions of the Labor Code, and to ensure their participation in the management of the Corporation;

7. To observe the regulations of the State concerning the protection of natural resources, environment, national defense and security;

8. To implement the regime of statistical and accountancy reporting and periodical reporting as prescribed by the State, and also the regime of irregular reporting at the request of the representative of the owner; and to take responsibility for the authenticity of the reports.

9. To be subject to the control of the representative of the owner; to observe the regulations on the inspection by the financial agency and other competent State agencies as prescribed by law;

Article 13.- The Corporation has the following duties in the financial management:

1. To implement correctly the regime and other regulations on the management of capital, property, funds, on book-keeping, cost accounting, the audit regime and other regimes prescribed by the State; and to take responsibility for the authenticity and legality of its financial operations.

2. To make public its annual financial statements and other information so as to help in the correct and objective evaluation of the operation of the Coporation as prescribed by the Government.

3. To fulfill its obligation of paying taxes and other remittances to the State budget as provided for by law. In case the property mobilized by the Corporation among its member units is recorded in the form of increase or decrease of capital, the Corporation shall be exempted from registration fee. The semi-finished products transferred internally among the member units in order to continue finishing, and the products and services transferred internally among the member units in service of production shall not be subject to turnover tax.

Chapter III

THE MANAGING BOARD, THE CONTROL COMMISSION

Article 14.-

1. The Managing Board performs the function of managing the operations of the Corporation and takes responsibility for the development of the Corporation in accordance with the tasks assigned by the State.

2. The Managing Board has the following powers and tasks:

a) To receive capital (including debts), land, natural and other resources allocated by the State to the Corporation;

b) To examine and approve the plans proposed by the General Director on the allocation of capital and other resources to the member units, and the plans on the regulation of capital and other resources among the member units; to control and supervise the realization of these plans;

c) To control and supervise all activities of the Corporation, including the utilization, preservation and development of the allocated capital and resources; the implementation of the resolutions and decisions of the Managing Board and provisions of law; and the fulfillment of the obligations towards the State;

d) To approve the proposals of the General Director to be submitted to the Prime Minister for ratification, concerning the strategy, planning, long-term development and five-year plans of the Corporation. To decide the annual targets and plan of the Corporation and report them to the Prime Minister; to approve the plans for prospection, exploitation, management and protection of the natural resources under the management of the Corporation for the General Director to assign them to the member units;

e) To organize the evaluation and submit to the authorized agency for approval the investment plans, new investment projects and projects on investment cooperation with foreign partners with the capital managed by the Corporation;

f) To submit to the Prime Minister for approval or, if empowered by the Prime Minister, to decide the joint venture projects with foreign countries in accordance with the regulations of the Government; to decide the joint venture projects with local partners and the economic contracts of large value. To submit to the Prime Minister for decision the investment projects of Group A; to decide the investment projects of Group C; to decide, if empowered, a number of investment projects of Group B; to empower the General Director or the Directors of its member units to approve small investment projects;

g) To issue and supervise the implementation of the economic-technical norms and criteria, including the unit price of wage, unit price and norms in specialized construction, the product standards, trademarks, prices of products and services within the Corporation at the proposal of the General Director on the basis of common regulations of the branch and the country;

h) To elaborate and submit to the Prime Minister for approval the Statute on the Organization and Operation of the Corporation and the amendments and supplements to the Statute. To approve the Statutes and Regulations on the Organization and Operation of the member units, and the amendments and supplements to these Statutes and Regulations, at the proposal of the General Director. To decide the setting up of branches and representative offices of the Corporation in the country and abroad in accordance with the procedures prescribed by law. To approve the plan for organizing the management and business operation of the Corporation submitted by the General Director. To propose the establishment, splitting, merger or dissolution of member units in accordance with the provisions of law.

i) To propose to the Minister of Industry to submit to the Prime Minister for decision the appointment, dismissal, commendation or discipline of the General Director; to submit to the Minister of Industry for decision the appointment, dismissal, commendation or discipline of the Deputy General Director(s) and the Chief Accountant of the Corporation at the proposal of the General Director; to decide the appointment, dismissal, commendation or discipline of the Directors of the member units of the Corporation at the proposal of the General Director; to decide the overall payroll of the managerial, executive and business apparatus of the Corporation and make adjudgements, when necessary, at the proposal of the General Director.

j) To issue the Financial Regulation of the Corporation after the Ministry of Finance has adopted its content which has been elaborated in conformity with the Model Financial Regulation issued by the Ministry of Finance for application to State corporations.

k) To approve the plans proposed by the General Director on the formation and utilization of the centralized funds in line with the business and financial plans of the Corporation;

l) To examine the plans on capital mobilization (in all forms), and guarantee the borrowing; plans on the liquidation of property of the member units to make decisions or submit them to the Prime Minister for decision in accordance with the principles specified in Clause 4, Article 37 of this Statute;

m) To adopt the quarterly, bi-annual and annual operational reports of the Corporation and the annual general financial statements (which include the property balance sheet) of the Corporation and its member units submitted by the General Director, and to request the General Director to make public the annual financial statement as prescribed by the Ministry of Finance;

n) To issue the regulation on the protection of business secrets, internal economic information and State secrets as prescribed by law, submitted by the General Director, for uniform application in the whole Corporation.

3. The Managing Board comprises five members who are appointed or dismissed by the Prime Minister. The criteria for the members of the Managing Board are specified in Article 32 of the Law on State Enterprises.

4. The Managing Board comprises a number of full-time members, including the Chairman of the Managing Board, a member who is also the General Director, a member who is also President of the Control Commission and some other members who are specialists in the economic-technical domain, economy, finance, business management and legal fields.

5. The Chairman of the Managing Board shall not be concurrently General Director of the Corporation.

6. The term of office of the members of the Managing Board is five years. A member of the Managing Board may be re-appointed. He/she may be dismissed and replaced in one of the following cases:

a) Violating law or the Statute of the Corporation;

b) Incapable of performing the assigned tasks and his/her replacement is requested by at least two thirds of the incumbent members of the Managing Board;

c) He/she asks to resign from the job for plausible reasons;

d) He/she is appointed to assume another task.

7. The Chairman of the Managing Board shall have to organize the implementation of the tasks and powers of the Managing Board as specified in Item 2 of this Article.

8. The working regime of the Managing Board:

a) The Managing Board shall operate under the system of collective work, meets regularly every quarter to consider and decide the questions under its jurisdiction and responsibility. In case of necessity, it may convene irregular meetings to resolve urgent matters of the Corporation at the proposal of its Chairman, the General Director, the President of the Control Commission or more than 50% of the total number of its members;

b) The Chairman of the Managing Board shall convene and preside over all the meetings of the Board. In case of his/her absence for plausible reasons, he/she shall empower another member of the Managing Board to chair the meeting;

c) The meetings of the Managing Board shall be valid only when they are attended by at least two thirds of its members. The documents to be discussed at the meetings of the Managing Board must be sent to all the members of the Board and the invited person or persons at least five days in advance. The contents and conclusions of the meetings of the Managing Board must be recorded in written minutes to which all the members present at the meetings must affix their signatures. Any resolution or decision of the Managing Board shall be effective only when it receives the approval by vote of more than 50% of the members of the Board. A member may register his/her own reservation.

d) When the Managing Board meets to examine issues related to the development strategy, planning, five-year and annual plans, large investment projects, projects of joint venture with foreign countries, annual financial statements, and to issue the system of norms and economic-technical criteria of the Corporation, it must invite representatives of the concerned Ministries and branches; in case the meeting deals with an important question related to the local administration, it must invite a representative of the provincial People's Committee; in case of any involvement of the interests and obligations of the laborers, it must invite a representative of the Trade Union of the branch. The representatives of these agencies and organizations may speak at the meetings but shall not take part in the voting; when they find that a resolution or decision of the Managing Board is detrimental to common interests, they may send written petitions to the Managing Board and, at the same time report the matter to the Heads of the agencies which they represent for consideration and resolution according to their competence. In case of necessity the Heads of these agencies may report the matter to the Prime Minister;

e) The resolutions and decisions of the Managing Board are binding on all individuals and units in the whole Corporatio. In case the opinion of the General Director differs from the resolution or decision of the Managing Board, he/she is entitled to register his/her reservation and submit it to the competent State agency for settlement; but pending such a settlement, he/she still has to abide by the resolution or decision of the Managing Board;

f) The operational expenses of the Managing Board, the Control Commission, including the wages and allowances for the members of the Board and the Control Commission and for the specialists assisting the Managing Board, shall be accounted for in the managerial fees of the Corporation. The General Director shall have to assure the necessary conditions and means for the operation of the Managing Board and the Control Commission.

Article 15.- Assisting the Managing Board:

1. The Managing Board uses the executive apparatus and the seal of the Corporation for performing its tasks.

2. The Managing Board is assisted by not more than 5 specialists who work on a full-time basis.

3. The Managing Board sets up the Control Commission to help it in controlling and supervising the General Director, the assisting apparatus and the member units of the Corporation in their executive and financial activities, in the implementation of the Statute of the Corporation and the resolutions and decisions of the Managing Board, and in the observance of law.

Article 16.- The interests and responsibilities of the members of the Managing Board:

1. The full-time members shall receive basic wages in accordance with the wage scale for State employees; they shall enjoy their wages under the regime of wage distribution in a State enterprise as prescribed by the Government, and shall receive bonuses corresponding to the effectiveness of the operations of the Corporation The part-time members shall receive responsibility allowances and bonuses as prescribed by the Government.

2. The members of the Managing Board:

a) Shall not place themselves in a position that might restrict their observance of honesty and public-mindedness, or cause contradictions between the Corporation's interests and personal interests;

b) Shall not abuse their powers for personal interests, or take any action to ursurp the business opportunities of the Corporation and thereby cause damage to its interests.

c) Shall not take any action beyond the powers of the Managing Board as specified in this Statute.

3. The members of the Managing Board who are the Chairman of the Board and the General Director of the Corporation are not entitled to use their titles to set up private enterprises, limited liability companies or stock companies; not entitled to hold managerial and executive posts in such economic units; nor shall they have any economic contract relations with private enterprises, limited liability companies or stock companies in which their spouses, parents or children hold managerial or executive posts.

4. The spouse, parents, children and siblings of the Chairman of the Managing Board and the General Director shall not hold the posts of Chief Accountant or Treasurer at the Corporation and the member units.

5. The members of the Managing Board are jointly responsible before the Prime Minister and the law for all resolutions and decisions of the Managing Board; in case they fail to fulfill their assigned tasks, violate the Statute of the Corporation, make a wrong decision or a decision beyond their jurisdiction, or abuse their powers and thereby cause damage to the Corporation and the State, they must take responsibility for such an act and pay material compensation for the damage as prescribed by law.

Article 17.- The Control Commission:

1. The Control Commission shall comprise five members, including a member of the Managing Board who is the President of the Commission as assigned by the Managing Board. The four other members who are appointed, dismissed, commended or disciplined by the Managing Board include an accountancy specialist, a person recommended by the Congress of the Workers and Employees of the Corporation, a person recommended by the Minister of Industry and a person recommended by the Director General of the General Department of Management of State Capital and Property at Enterprises.

2. A member of the Control Commission must not be a spouse, a parent or sibling of the General Director, the Deputy General Director(s) or the Chief Accountant of the Corporation and must not cumulate any post in the executive apparatus of the Corporation or any other enterprises in the same economic- technical branch as the Corporation

3. A member of the Control Commission must have the following qualifications:

a) Being a specialist in accountancy, audit, economics or technology and having good knowledge about law;

b) Having at least five years of experiences in the above-mentioned specialties;

c) Having no previous criminal record or conviction related to economic activities;

4. The term of office of a member of the Control Commission is five years. He/she shall be replaced during the process of work if he/she is incapable of accomplishing his/her task.

5. The members of the Control Commission shall receive wages and bonuses decided by the Managing Board in accordance with the State regime.

Article 18.- The tasks, powers and responsibilities of the Control Commission:

1. Performing the tasks assigned by the Managing Board in controlling and supervising the executive activities of the General Director, the assisting apparatus and the member units of the Corporation in their financial activities and observance of law, the Statute of the Corporation, the resolutions and decisions of the Managing Board.

2. Reporting to the Managing Board periodically every quarter, every year and on specific affairs concerning the results of its control and supervisory work; to detect in time and report immediately to the Managing Board any activities showing signs of law-breaking in the Corporation;

3. Not disclosing the results of control and supervision unless permitted by the Managing Board; to take responsibility before the Managing Board and before law for deliberate ignorance or cover-up of law-breaking acts.

Chapter IV

THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

Article 19.-

1.- The General Director shall be appointed, dismissed, commended or disciplined by the Prime Minister at the proposal of the Managing Board which is submitted by the Minister of Industry. The General Director is the legal person representative of the Corporation and takes responsibility before the Managing Board and the Prime Minister and before law for directing the Corporation's operations. He/she has the highest executive authority in the Corporation.

2.- The Deputy General Directors assist the General Director in executing one or several operational areas of the Corporation as assigned by the General Director and shall take responsibility before the General Director and before law for their assigned tasks.

3.- The Chief Accountant of the Corporation assists the General Director in directing and organizing the implementation of the accountancy and statistical work of the Corporation, has the powers and tasks as prescribed by law.

4. The Office and the professional and specialized sections of the Corporation have the function of providing consultancy and assisting the Managing Board and the General Director in the managerial and executive work.

Article 20.- The General Director has the following tasks and powers:

1. Together with the Chairman of the Managing Board to sign the reception of the capital (including debts), land, natural and other resources of the State for management and use in accordance with the objectives and tasks assigned by the State to the Corporation. To assign the resources received from the State to the member units of the Corporation in conformity with the scheme already approved by the Managing Board. To propose to the Managing Board the readjustment of capital and other resources by increasing or decreasing the capital when reassigning them to the member units when there is a change in their tasks;

2. To effectively use, preserve and develop the capital under the plan already approved by the Managing Board. To draw up the plan for capital mobilization and submit it to the Managing Board for approval and then organize the implementation of this plan. To implement and direct the Financial Company of the Corporation to implement the capital mobilization and lending to meet the need for capital of the Corporation and the member units;

3. To elaborate the development strategy, long-term and annual plans, programs of action, schemes for the protection and exploitation of the resources of the Corporation, projects for new and in-depth investment, projects for investment cooperation with foreign countries, projects for joint venture, schemes for business cooperation among the member units, plans for personnel training and fostering in the Corporation, measures to execute economic contracts of large value and then submit them to the Managing Board for consideration and decision, or further submission to the competent State agencies for final decision. To organize the implementation of the strategy, plans, schemes, projects and measures already approved;

4. To run all business activities of the Corporation and take responsibility for their results; to perform the tasks and achieve major balances assigned by the State to the Corporation; to take responsibility before the Managing Board and the Prime Minister and before law for achieving major balances and stabilizing the steel prices in the country;

5. To work out and submit to the Managing Board for approval the economic-technical norms, product quality criteria, wage unit price, unit prices and norms in specialized construction in compliance with the common regulations of the branch and the State. To organize and control the implementation of these norms, criteria and unit prices in the whole Corporation;

6. To propose to the Managing Board to submit to the Minister of Industry for decision the appointment, dismissal, commendation or discipline of the Deputy General Directors and the Chief Accountant of the Corporation; to propose to the Managing Board for decision the appointment, dismissal, commendation or discipline of the Directors of the member units. To decide the appointment, dismissal, commendation or discipline of the Deputy Directors, Chief-Accountants of the member units, the Directors of the dependent units and equivalent posts at the proposal of the Directors of the member units. To decide the appointment, dismissal, commendation or discipline of the Heads or Deputy Heads of the sections, the Head or Deputy Heads of the Office of the Corporation;

7. To elaborate and submit to the Managing Board for approval the total payroll of the managerial and business apparatuses of the Corporation and the adjustment plans in case of change in the organization and staff of the managerial and business apparatuses of the Corporation and the member units; to set up and personally direct the assisting apparatus; to control the implementation of the personnel quotas of the managerial and business apparatuses of the member units; to submit to the Managing Board for approval the Statutes or Regulations on the Organization and Operation of the member units elaborated by their Directors; to approve the plans on establishing, reorganizing or dissolving dependent units of the member units proposed by the Directors of the member units;

8. To elaborate and submit to the Managing Board for approval the Regulation on Labor, the Regulation on Wages, Commendation and Discipline; the Regulation on Protection of Secrets applied within the Corporation;

9. To organize the execution of the Corporation's activities in line with the resolutions and decisions of the Managing Board; to report to the Managing Board and the competent State agencies the results of business activities of the Corporation, including the quarterly, bi-annual and annual reports, the general financial statements and the property balance of the Corporation.

The general financial statements must clearly distinguish the centralized accounts of the Corporation and the accounts of the independent-accounting member units, and must be approved by the Managing Board. These statements must be made on the basis of the materials certified by a legal audit agency;

10. To perform and supervise the member units in the performance of the obligations of paying tax and other remittances as prescribed by law and the State. To draw up the plan on the distribution of the after-tax profits of the Corporation and submit it to the Managing Board for approval as prescribed by the State;

11. To provide all the documents requested by the Managing Board and the Control Commission. To prepare documents for the Managing Board's meetings;

12. To be subject to the control and supervision of the Managing Board, the Control Commission and the competent State agencies over the implementation of his/her executive tasks;

13. To make decisions on measures beyond his/her competence in case of emergency (natural calamities, enemy sabotage, fires and accidents) and take responsibility for such decisions; he/she must, at the same time, immediately report to the Managing Board and the competent State agencies for further solution.

Chapter V

THE COLLECTIVE OF LABORERS IN THE CORPORATION

Article 21.- The Congress of the Workers and Employees of the Corporation is the direct form for the laborers to participate in the management of the Corporation. The Congress has the following rights:

1. To take part in the elaboration of the collective labor agreement for the representative of the collective of laborers to negotiate and sign it with the General Director;

2. To discuss and approve the regulations on the utilization of the funds directly related to the interests of the laborers in the Corporation;

3. To discuss and make suggestions on the planning, plans, evaluation of the effectiveness of the business management, to propose measures for labor protection and improvement of the working conditions, the material and spiritual life and the environmental sanitation, and the training and re-training of the laborers in the Corporation;

4. To present candidates to the Managing Board and the Control Commission

Article 22.- The Congress of the Workers and Employees shall be organized and operate under the guidance of the Vietnam General Confederation of Labor

Chapter VI

THE MEMBER UNITS OF THE CORPORATION

Article 23.-

1. The Corporation has its member units which are independent-accounting State enterprises, dependent-accounting enterprises and non-business units (the list of the member units is included in the Appendix to this Statute).

2. The member units of the Corporation have their own seals and are allowed to open their accounts at banks in conformity with their mode of accounting.

3. The member units which are independent- accounting and dependent-accounting enterprises have their own Statutes on Organization and Operation; the non-business units of the Corporation have their own Regulations on Organization and Operation. These Statutes and Regulations must be approved by the Managing Board in accordance with law and the Statute of the Corporation.

Article 24.- The member units which are independent-accounting State enterprises:

1. The independent-accounting State enterprises which are members of the Corporation have the right to business and financial autonomy, and are bound in interests and duties to the Corporation as prescribed by this Statute.

2. The Managing Board and the General Director of the Corporation have the following powers over the member units which are independent-accounting enterprises:

a) To empower the entereprise's Director to manage and run its operations in conformity with its Statute already approved by the Managing Board of the Corporation. The Director shall take responsibility before the Managing Board and the General Director of the Corporation and before law for the activities of his/her enterprise;

b) To appoint, dismiss, commend or discipline the Director, Deputy Directors and Chief Accountant of the member enterprise, the Directors of the units attached to the member enterprise and the equivalent titles;

c) To approve plans, inspect the execution of the plans and the financial statements; to determine the mount to be set aside for the reward and welfare funds of the enterprise under the guidance of the Ministry of Finance and in conformity with the Financial Regulations of the Corporation;

d) To deduct part of the capital depreciation fund and after-tax profits in accordance with Ministry of Finance's regulations concretized in the Financial Regulation of the Corporation so as to set up centralized funds of the Corporation for use in reinvestment and the execution of the investment projects in the member units;

e) To approve the schemes and plans on expanded investment, in-depth investment, joint venture cooperation, supplement or withdrawal of part of the capital, and assignment of stocks under the management of the Corporation and being held by the member enterprises;

f) To regulate the financial sources, including foreign exchange, among the member units with a view to using the capital in the most effective way in the whole Corporation, on the principle of ensuring that the total assets of the enterprise from which part of the capital has been withdrawn shall not be lower than its total debts plus the statutory capital which has been readjusted correspondingly with the tasks or size of that enterprise;

g) To approve the forms of wage payment, the unit price of wage as well as the measures to ensure the livelihood and working conditions of the officials and employees of the enterpirse;

h) To decide to expand or to reduce the scope of business operation of the member enterprises under the overall development strategy of the Corporation;

i) To ratify the Statute on the Organization and Operation of the enterprise, including the assignment of the power to the Director of the enterprise concerning the organization of the managerial apparatus; recruitment, commendation, promotion and discipline of the officials and employees; the level of credits (borrowing, lending, purchase or sale on deferred payment); purchase and sale of fixed assets; purchase and sale of stocks of stock companies; purchase and sale of invention and innovation patents and technology transfers; taking part in joint venture units and economic associations; and other issues related to the autonomy of a State enterprise as member unit of the Corporation as provided for by the Law on State Enterprises;

j) To control the operations of the enterprise and request it to report on the financial situation and the results of its business operations.

Article 25.- The member unit of the Corporation which is an independent-accounting enterpirse shall take responsibility for its debts and commitments within the amount of capital it manages and uses, specifically:

1. In the strategy and development investment:

a) The enterprise is assigned the task of organizing the execution of development investment projects according to the plan of the Corporation. The enterprise shall be allocated resources by the Corporation to execute these projects;

b) The enterprise may invest on its own in development works or projects outside the projects directly managed by the Corporation. In this case, the enterprise itself shall have to mobilize capital and take responsibility for financial matters.

2. In business activities, the enterprise shall draw up and organize the implementation of its own plan on the basis of:

a) Ensuring the objectives, targets, major balances, essential economic-technical norms (including unit prices and prices) and stabilizing the steel prices on the domestic market in line with the overall plan of the Corporation;

b) The plan for business expansion based on the optimal use of all the enterprise's resources, available and mobilized, and in conformity with the market demand.

3. In the financial and economic accounting activities:

a) The enterprise shall be assigned by the Corporation part of the capital and resources allocated by the State to the Corporation. It has the task of preserving and developing such capital and resources;

b) The enterprise is entitled to mobilize capital and other credit sources as prescribed by law in order to carry out its business and development investment plans;

c) The enterprise is entitled to set up the capital construction investment fund, production expansion fund, reward fund, welfare fund and the financial reserve fund in accordance with the its Statute approved by the Managing Board and under the guidance of the Ministry of Finance. It has the duty to make contributions to the centralized funds of the Corporation and is entitled to use them in accordance with the Statute of the Corporation and the decisions of the Managing Board;

d) The enterprise shall have to pay taxes and fulfill other financial obligations (if any) as prescribed by law;

e) The enterprise may be empowered by the Corporation to perform contracts with Vietnamese and foreign customers on behalf of the Corporation.

4. In the organizational work, personnel and labor:

a) The enterprise has the right to propose to the Corporation for consideration and decision or it may be empowered by the Corporation to decide the establishment, re-organization, dissolution of its attached units and the organization of its managerial apparatus as defined in the Statute of the Corporation and its own Statute;

b) Within the framework of the payroll allowed by the Corporation, the enterprise is entitled to recruit, assign, use or dismiss officials and employees who work in its managerial and business apparatus. To appoint or dismiss titles of officials in the managerial apparatus of the enterprise and its attached units; to arrange and apply the wage regime in accordance with the power delegated by the Corporation as specified in this Statute;

c) The enterprise has the responsibility to care for the development of its human resources in order to ensure the performance of its development strategy and business tasks; to care for the improvement of the working and living conditions of the laborers in accordance with the Labor Code and the Law on Trade Union.

Article 26.- The members which are dependent- accounting enterprises:

1. Are entitled to business autonomy as assigned by the Corporation, are bound in interests and duties to the Corporation. The Corporation shall take the final responsibility for the financial obligations arising from the commitments of these units.

2. Are entitled to sign economic contracts, take the initiative in undertaking business, financial, organizational and personnel activities as assigned by the Corporation. The powers and tasks of the dependent-accounting enterprise are concretized in their Statutes on Organization and Operation ratified by the Managing Board.

Article 27.- The non-business units have their own Regulations on Organization and Operation approved by the Managing Board; apply the independent- accounting regime of covering expenditures with revenues; are entitled to create their own sources of revenues from the provision of services and performance of contracts on scientific research and training for units inside and outside the country; are entitled to the distribution of the reward and welfare funds in accordance with the prescribed regime. In case this distribution is lower than the average of the Corporation, they may be compensated by the reward and welfare funds of the Corporation.

Article 28.-

1. The Financial Company is an independent- accounting member enterprise of the Corporation, operating in accordance with law and under the guidance of the Governor of the State bank, and in accordance with its Statute on Organization and Operation approved by the Managing Board and under the direction of the General Director of the Corporation.

2. The Financial Company performs the tasks of mobilizing and lending capital to meet the needs for capital of the Corporation and member units through the forms of preferential credit loans of the Government, commercial credits of the banks and financial institutions inside and outside the country; it may issue stocks, enterprise bonds, construction project bonds, buy and sell valuable papers and vouchers as prescribed by law, and mobilize the idle capital among the officials and employees in the Corporation and at other units in the same branch.

3. The Financial Company also mobilizes capital for the investment projects of the Corporation, and provide other services as prescribed by the Statute of the Corporation and the Regulation of the Financial Company in the Corporation issued by the State Bank. With regard to major projects, the investors shall directly sign contracts while the Financial Company performs the service function.

4. The units shall use the capital of the Financial Company on the principle of borrowing and repayment, and apply the regime of internal interest rates proposed by the Financial Company and approved by the General Director with the authorization of the Managing Board.

Chapter VII

MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION AND MEMBER ENTERPRISES TO OTHER ENTERPRISES

Section I. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION TO OTHER ENTERPRISES

Article 29.- With regard to the capital contributed by the Corporation to other enterprises, the Managing Board has the following rights and duties:

1. To adopt the capital contribution plan worked out by the General Director in order to decide or submit to the Head of the competent State agency for decision in accordance with the power delegation specified in Point e, Item 2, Article 14 of this Statute;

2. At the proposal of the General Director, to decide the appointment, dismissal, commendation or discipline of the person directly managing the contributed capital of the Corporation at the enterprise;

3. To supervise and control the utilization of the capital contributed by the Corporation to other enterprises; to take responsibility for the efficiency in the utilization, preservation and development of contributed capital and collect the profit therefrom.

Article 30.- The rights and duties of the person directly managing the capital contributed by the Corporation to other enterprises:

1. To hold a managerial or executive post at the enterprise having the capital contributed by the Corporation as prescribed by the Statute of this enterprise;

2. To monitor and supervise the operations of this enterprise;

3. To abide by the regime of reporting and take responsibility before the Managing Board of the Corporation for the capital contributed by the Corporation to this enterprise.

Section II. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY AN INDEPENDENT- ACCOUNTING MEMBER ENTERPRISE TO OTHER ENTERPRISES

Article 31.- An independent-accounting member enterprise is entitled to contribute capital to other enterprises as assigned by the Corporation. With regard to the capital contributed by the enterprise to other enterprises, the Director has the following rights and duties in managing this capital:

1. To work out the capital contribution plan so that the General Director submits it to the Managing Board for approval;

2. To appoint, dismiss, commend or discipline the person directly managing the capital that the enterprise has contributed to other enterprises;

3. To supervise and control the utilization of the capital contributed by the enterprise; to take responsibility for the efficiency in the utilization, preservation and development of the contributed capital; to collect profits from the capital contributed by the enterprise to other enterprises.

Article 32.- The rights and duties of the person directly managing the capital contributed by the enterprise to other enterprises:

1. To hold a managerial or executive post in the enterprise having the capital contributed by his/her enterprise as prescribed by the Statute of this enterprise;

2. To monitor and supervise the business activities of the enterprise having the capital contributed by his/her enterprise;

3. To implement the reporting regime defined by the Director; to take responsibility before the Managing Board of the Corporation and the Director for the efficiency in the utilization of the contributed capital at the enterprise where he/she is assigned to assume a managerial or executive post.

Section III. JOINT VENTURES

Article 33.- The joint ventures joined by the Corporation or its member enterprises shall be managed, conducted and operate in accordance with the Law on Foreign Investment, the Law on Companies and other relevant laws of Vietnam. The Corporation or its member enterprises shall exercise all rights, perform all duties and responsibilities to these joint ventures in terms of financial operations in accordance with the provisions of law and the signed contracts.

Chapter VIII

FINANCE OF THE CORPORATION

Article 34.- The Corporation implements the regime of general accountancy, financial autonomy in business in accordance with the Law on State Enterprises, other provisions of law and the Statute of the Corporation.

Article 35.-

1. The statutory capital of the Corporation is composed of:

a) The capital allocated by the State at the time of the establishment of the Corporation;

b) Additional investment in the Corporation by the State (if any);

c) Deduction of the after-tax profit to supplement the capital in accordance with the existing provisions;

d) Other sources (if any).

2. Upon increasing or decreasing its statutory capital, the Corporation shall have to make timely adjustments to the property balance and make public the adjusted statutory capital of the Corporation.

Article 36.-

1. The Corporation is entitled to set up and utilize the centralized funds to ensure high effectiveness in the process of development of the Corporation.

2. The following centralized funds of the Corporation are set up in accordance with the provisions of the Statute of the Corporation concretized in the Financial Regulation of the Corpor ation and by decision of the Managing Board:

a) The development investment fund is set up from the capital depreciation funds and the deduction of profits of the member units as prescribed by the Ministry of Finance, the profits from the capital contributed by the Corporation to other enterprises, and other sources.

The capital depreciation funds and the profits from reinvestment of the dependent-accounting units of the Corporation are concentrated at the Corporation for investment according to its annual plan.

The Corporation shall mobilize the capital depreciation funds of the independent-accounting member enterprises on the principle of borrowing and repayment at the internal interest rate approved by the General Director with the accreditation of the Managing Board and under the guidance of the Ministry of Finance. If the Corporation needs to expand the steel production capacity, it may mobilize the capital depreciation funds at its independent-accounting member enterprises in the form of recording a lower capital for these enterprises; it shall not mobilize the capital depreciation funds of the fixed assets the debts of which have not been paid.

b) The fund for scientific research and full-time training to be allocated to the units performing the tasks of scientific research, training and retraining of officials and employees in the whole Corporation is formed by the deduction from the production development funds of the member units, the administrative or training allocations from the State budget (if any), and other sources, including those earned from the performance of services and contracts of scientific research and training signed with the enterprises and non-business units in the country and abroad;

c) The financial reserve fund, the reward fund and the welfare fund are set up under the guidance of the Ministry of Finance. The concrete amount of contribution and remittance to these funds and their use are defined in the Financial Regulation of the Corporation.

Article 37.- Financial autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, self-balancing of its revenues and expenditures. It has the responsibility to preserve and develop its business capital sources, including the capital contributed to other enterprises.

2. The Corporation takes responsibility for paying the debts recorded in its property balance and other financial commitments (if any).

3. The Corporation controls and supervises the financial operations throughout the Corporation.

4. All credit relations (borrowing, lending, sale and purchase of goods on deferred payment, guaranty) between the Corporation and partners outside the Corporation must comply with the assigned level for each borrowing as prescribed by the Ministry of Finance.

5. The Corporation shall have to draw up, submit and register its financial plan, financial reports and property balance to the competent levels, and submit its annual general financial accounts to the Ministry of Finance. The latter shall control and approve the annual financial accounts of the Corporation.

6. The Corporation shall have to pay taxes and other remittances prescribed by the current law and according to its Financial Regulation, except for the taxes already paid by its member units. It is entitled to use the profits after fulfilling its tax obligations toward the State in accordance with the current provisions.

7. The profits earned by the Corporation or its member units from the capital contributed to other enterprises shall not be subject to profit tax, if these enterprises have paid profit tax before apportioning dividends to the capital contributors.

8. The financial operations of the member units of the Corporation and the relationship in financial operation between the Corporation and its member units shall be carried out in conformilty with the Statute and the Financial Regulation of the Corporation.

9. The material liability of the Corporation in its business relations and civil relations is limited within the total statutory capital of the Corporation at its latest publicization.

10. The Corporation has to strictly observe the Ordinance on Accountancy and Statistics, the current regime of accountancy and financial reporting for State enterprises.

11. The Corporation is subject to the control and supervision in financial matters and business operations by the competent State agencies as prescribed by law.

Chapter IX

RELATIONS BETWEEN THE CORPORATION AND THE STATE AGENCIES AND THE LOCAL ADMINISTRATION

Article 38.- Relations with the Government.

The Corporation:

1. To observe law, and strictly abide by the Government regulations concerning the Corporation and State enterpirses;

2. To carry out the development plan and strategy of the Corporation in accordanc with the master plan and strategy for development of the branch and territorial development of the State;

3. To observe the regulations on the establishment, splitting, merger and dissolution; the polices on organizaton and personnel, the financial, credit, tax and profit-collecting regimes; and the regimes on accountancy and statistics;

4. To be subject to the control and inspection in its observance of law, undertakings, policies and regimes of the State at the Corporaton;

5. To be entitled to make proposals and recom- mendations on solutions, mechanisms and policies concerning the State management of the Corporation;

6. To be entiled to manage and use the capital, property, land, natural and other resources allocated by the State to perform its business tasks and to preserve and develop these resources;

7. To benefit from the regimes of allowances and subsidies and other regimes as provided for by the Government.

Article 39.- Relations with the Ministry of Finance:

1. The Corporation is subject to the State management by the Ministry of Finance in terms of:

a) Observance of the regimes on finance, accountancy, tax and organization of the accounting apparatus;

b) Financial audit and internal audit within the Corporation.

2. The Ministry of Finance is assigned by the Government to exercise a number of the owner's rights and controls the Corporation in:

a) Determining the capital, natural and other resources allocated by the State to the Corporation for management and use;

b) Inspecting the efficient use, preservation and development of the allocated capital and other resources in the process of operation reflected in the annual financial statements;

c) Ratifying the annual financial statements of the Corporation;

d) Adopting the Financial Regulation of the Corporation before the Managing Board signs for promulgation.

3. The Corporation is subject to the control and inspection in the financial and other domains under the jurisdiction by the Ministry of Finance.

4. The Corporation is entitled to propose solutions, mechanisms and policies regarding financial and credit domains and other matters related to the Corporation, to propose to the Ministry of Finance for approval its assignment of property of high value, performance of above-norm credit relations and financial obligations, distribution of after-tax profits, liquidation of property in the Corporation and supplementing of the State budgetary capital to the Corporation.

Article 40.- Relations with the Ministry of Industry.

1. Performing its function of State management of the steel industry, the Ministry of Industry shall regulate the Corporation in the following matters:

a) Issuing product standards, technological norms, including imported equipment either detached or in complete sets; the steel norms of the industry and directly inspecting and supervising the Corporation in its realization of these standards and norms;

b) Elaborating and issuing the plan and orientation for development of the steel industry; directly controlling the Corporation in its realization of such plan;

c) The Corporation shall have to observe the above-mentioned regulations of the Ministry of Industry and is entitled to make proposals on the relevant matters to the Ministry of Industry.

2. With the State-assigned task of exercising a number of rights of a State owner, the Ministry of Industry regulates the Corporation in:

a) Establishing, splitting, merging, reorganizing or dissolving member units of the Corporation, within the scope of power as authorized by the Prime Minister;

b) Preparing, together with the agency authorized by the Prime Minister and submiting to the Prime Minister for decision the appointment, dismissal, commendation or discipline of the members of the Managing Board and the General Director of the Corporation;

c) Appointing, dismissing, commending or disciplining the Deputy General Directors, the Chief Accountant of the Corporation; nominating a representative to the Control Commission of the Corporation;

d) Taking part in the allocation of capital and other resources to the Corporation, controlling its operations; and the Corporation shall have to make reports as prescribed by the State and at the request of the Ministry of Industry;

e) Directing the Corporation in ensuring the major balances of the State regarding steel, meeting the need for steel and stabilizing the steel prices on the domestic market as prescribed the State;

f) The Corporation is also subject to the control, inspection and supervision of the Ministry of Industry within the scope of its other functions as prescribed by law.

Article 41.- The other Ministries, ministerial-level Agencies and Agencies attached to the Government, in their capacity as State management agencies, regulate the Corporation in:

1. Realizing the economic-technical norms, product criteria and quality in conformity with the criteria of the industry and the relevant national criteria.

2. Observing the provisions on the protection of natural resources and environment;

3. Taking part in the evaluation of the investment projects according to the strategy and plan for development of the economic-technical branch and the relevant planning of economic areas;

4. Observing the regulations on external relations and import and export;

5. Ensuring the realization of the interests and performance of obligations towards the laborers in the Corporation as prescribed by law;

6. The Corporation is subject to the control, inspection and supervision of these agencies in the areas under their management as prescribed by law;

7. The Corporation is entitled to make proposals to these agencies on the policies, mechanisms and solutions related to the above-mentioned matters.

Article 42.- With regard to the local administrations in their capacity as State management agencies in the territorial areas, the Corporation is subject to their State management, observe the administrative regulations and perform its obligation towards the People's Councils and People's Committees at various levels in accordance with the provisions of law.

Chapter X

REORGANIZATION, DISSOLUTION AND BANKRUPTCY

Article 43.- The reorganization of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

Article 44.- The Corporation shall be dissolved when the Prime Minister finds it unnecessary to maintain it. Following the decision on the dissolution of the Corporation is made, the Prime Minister shall set up the Dissolution Council. The remaining property of the dissolved Corporation after paying all the debts due as prescribed by law, shall belong to State ownership.

Articlle 45.- The reorganization, splitting, merger, dissolution, supplement or establishment of new member units of the Corporation shall be submitted by the Managing Board to the Prime Minister for consideration and decision.

Article 46.- If the Corporation and its member units lose their capability of paying due debts, they shall be dealt with according to the Law on Bankruptcy.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 47.- This Statute applies to the Vietnam Steel Corporation. All individuals and member units of the Corporation shall have to comply with this Statute.

This Statute takes effect from the date of signing the Promulgation Decree.

Article 48.-

1. The member units of the Corporation shall base themselves on the Law on State Enterprises and the Statute of the Corporation to draft their own Statutes or Regulations on Organization and Operation for the General Director to submit to the Managing Board for approval. The Statutes and Regulations of the member units shall not contradict the Statute of the Corporation.

2. In case of a need to supplement or amend the Statute of the Corporation, the Managing Board shall propose to the Prime Minister for decision. If the member units need to amend or supplement their own Statutes or Regulations on Organization and Operation, the General Director shall propose to the Managing Board of the Corporation for decision.

Article 49.- In case the documents of the Government, the Ministries, the ministerial-level Agencies, the Agencies attached to the Government and the People's Committees of the provinces or cities directly under the Central Government and the Decisions on the establishment of the member enterprises contain provisions different from this Statute, this Statute shall prevail.

On behalf of the Goverment

The Prime Minister

VO VAN KIET

APPENDIX

(attached to the Statute of the Organization and Operation of the Vietnam Steel Copration ratified in Decree No.03-CP of January 25, 1996 of the Government)

I. LIST OF THE MEMBER UNITS OF THE VIETNAM STEEL CORPORATION

(At the time of the establishment of the Corporation)

A. THE INDEPENDENT-ACCOUNTING STATE ENTERPRISES:

01. The Thai Nguyen Steel and Iron Company,

02. The Southern Steel Company,

03. The Da Nang Steel Factory,

04. The Bac Thai Metal Company,

05. The Hanoi Metal Company,

06. The Dong Anh Metal Company,

07. The Quang Ninh Metal Company,

08. The Hai Phong Metal Company,

09. The Metal Company of Ho Chi Minh City,

10. The General Metal and Materials Company of Central Vietnam

11. The Industrial Materials and Equipment Company,

12. The Hanoi Accessory Materials Company,

13. The Construction and Installation Company,(1)

14. The Financial Company of the Steel Industry.

B. THE DEPENDENT-ACCOUNTING ENTERPRISES:

01. The Materials Service Enterprise

C. THE NON-BUSINESS UNITS:

01. The Non-Ferrous Metal Institute

02. The Metallurgical Workers School(2)

II. LIST OF JOINT VENTURE UNITS WITH CAPITAL CONTRIBUTED BY THE VIETNAM STEEL CORPORATION

(At the time of the establishment of the Corporation)

A. THE JOINT VENTURE UNITS WITH CAPITAL CONTRIBUTED BY THE CORPORATION:

01. The VSC-POSCO Steel Company,

02. The Vietnam Steel Pipe Company (VINAPIPE),

03. The VINAKYOEI Steel Company,

04. The Joint Venture Company for the International Commercial Center (IBC)

B. THE JOINT VENTURES WITH CAPITAL CONTRIBUTED BY THE MEMBER UNITS OF THE CORPORATION

01. The Phuong Nam Corrugated Iron Sheet Company,

02. The Joint Venture for the Ferrous Iron Sheet Processing Center, NIPPOVINA,

03. The Steel Rolling Company, Ltd., NATSTEELVINA,

04. The Zinc-Plated Corrugated Iron Sheet Company, Ltd., POSVINA,

05. The Industrially Galvanized Products Manufacture Company VINGAL,

06. The Steel Manufacture Joint Venture Company VINAUSTEEL,

07. The Hoa Binh Steel Wire Products Company,

08. The Tay Do Steel Company.-

Notes:

(1) Its former name is "The Construction and Installation Company No.2"

(2) Its former name is "The Technical Workers' School No.3".-